Gene Oshman's practice focuses on mergers and acquisitions, securities offerings, corporate governance, takeover defense and general corporate matters. He represents issuers, underwriters and selling shareholders in public offerings (including IPOs and shelf registrations), Rule 144A transactions, PIPE transactions and other private placements. He has participated in numerous contested takeovers and proxy fights and has assisted many clients in the analysis of their takeover defense planning and the adoption of "poison pill" rights plans. He also represents companies and investors in private equity and venture capital transactions and special committees in related party transactions.
Mr. Oshman advises clients in a variety of industries, including contract drilling; oil and gas exploration and production; logistics and freight forwarding; oilfield services; real estate investment trusts; insurance; wind energy development; medical products; financial services; and consumer food products. He is a member of the Baker Botts Oil and Gas M&A Team.
- Transocean Inc. (now Transocean Ltd.) – $58 billion combination with GlobalSantaFe
- Carrizo Oil & Gas, Inc. - $2.7 billion merger with Callon Petroleum
- Transocean – $1.1 billion sale of 38 drilling rigs to Shelf Drilling
- EGL, Inc. – $2 billion sale to affiliate of Apollo/bidding contest with management group
- Transocean – $267 million merger to acquire publicly held units in Transocean Partners
- Transocean Partners LLC – IPO
- Transocean – $9 billion acquisition of R&B Falcon Corporation
- Transocean – $6.6 billion convertible note offering (the largest convertible note offering at that time) and concurrent $2.5 billion senior note offering. Also, $2.0 billion senior note offering; $1.5 billion senior note offering; $1.3 billion senior note offering; $1.0 billion floating rate note offering; $1 billion common share offering; $865 million zero coupon debenture offering; $400 million convertible debenture offering; Subsidiary offerings: $600 million senior secured note financing; $625 million senior secured note financing; $750 million senior secured note offering; $600 million senior secured note financing
- Carrizo Oil & Gas, Inc.
- Public Offerings – $250 million high-yield offering (2017); $650 million high yield note offering with tender offer (2015); $300 million high yield note offering (2012); $300 million "tack-on" (2014); $400 million high yield note offering (2010) and $200 million "tack-on" (2011); $374 million convertible note offering; common stock offerings – (2018, 2016, 2015 two offerings), 2013, 2010 (two offerings), 2008, 2004 and 1997 (IPO); registered direct offering (2007); PIPE offerings (2007 and 2004)
- Private Equity and other Investor Financings – $250 million preferred stock and warrants (GSO Funds); Barnett Shale Land Bank (undisclosed investor); Convertible Preferred Stock and Warrants (Mellon); Senior Notes, Warrants and Common Stock (JP Morgan Partners); Preferred Stock and Warrants (Enron)
- Joint Venture Transactions – Eagle Ford (GAIL 2011); Utica (Avista 2011), Marcellus (Reliance – 2010); Marcellus; (Avista – 2008); formation of Pinnacle Gas Resources, Inc. (CSFB and Rocky Mountain Gas)
- Other M&A Transactions – Devon Energy property acquisition (Delaware Basin); ExL Petroleum property acquisition (Delaware Basin); Eagle Ford purchase transactions; Sanchez Energy (2016); Eagle Ford Minerals (2014); Barnett Shale sale transactions Enervest (2013); KKR (2011); Atlas Resources Partners (2012); Sale of Barnett Shale pipeline (Delphi Midstream Partners) (2009)
- Chesapeake Energy Corporation - $1.25 billion senior notes offering; $850 million senior notes tack-on offerings, $750 million senior notes offering, $550 million "waterfall" tender offer for senior notes, $750 million "waterfall" tender for senior notes
- Quanta Services, Inc. – General securities, corporate governance and transactional work; $450 million acquisition of Stronghold Ltd. and affiliates
- Helix Energy Solutions Group, Inc. – $125 million public offering of 4.25% convertible notes and related tender offer and redemption of outstanding notes
- EGL, Inc. – $543 million stock merger with Circle International Group, Inc.
- Proxy fights, including representation of insurgents in Otter Creek/FIC contest, and management in Travis Street/ICO, Inc. contest
- ICO, Inc. – Cash/stock merger with A. Schulman, Inc.
- Shelf Drilling Holdings, Ltd. – Initial Purchasers – $600 million offering of senior notes; $300 million tack-on senior notes offering
- EGL, Inc. – $100 million convertible note offering, Dutch auction self-tender and three equity offerings, including IPO
- Retail Electric Provider Transactions
- Champion Energy Marketing LLC – Sale to Calpine (2015)
- StarTex sale to Constellation (2011)
- Crane Capital acquisition of Champion Energy (2008) and sale of minority interest in Champion to affiliate of EDF (2010)
- Edge Petroleum Corporation – Sale to Chaparral Energy, Inc. following exploration of alternatives (later terminated), $276 million concurrent public offerings of convertible preferred and common stock, $58 million common stock offering, stock merger acquisition of Miller Exploration Company, PIPE offering of common stock and warrants, IPO
- Affiliates of Crane Capital – Debt and warrant placement by logistics company
- Various clients – Inversion transactions, including Transocean's redomestication to Switzerland and earlier migration to the Cayman Islands and Petroleum Geo-Services' proposed migration
- TODCO – "Split-off" IPO and three subsequent selling shareholder public offerings by Transocean
- Transocean – $15 billion bridge loan; $2 billion five-year facility, $1.5 billion 364-day facility
- Transocean – $1.4 billion exchange offer and consent solicitation, and $400 million tender offer and consent solicitation, each for R&B Falcon notes
- Transocean – Sale of various rigs and vessels
- Oak Hill Capital Partners II, L.P./Keystone – Private equity/portfolio investment matters
- Mesa Limited Partnership/Mesa Inc. – Numerous unsolicited and negotiated M&A transactions, proxy contests and financing transactions
- Goodrich Petroleum Corporation – Special Committee – Acquisition transactions with affiliates
- Sanifill, Inc. – $1.6 billion acquisition by USA Waste Services, Inc.
- Superior Renewable Energy LLC – Sale of wind energy development company to Babcock & Brown Ltd.
- Hines Real Estate Investment Trust, Inc. – Continuous offerings; IPO and follow-on offering
- Various investment banks – Numerous underwritings and financial advisor transactions
- Petroleum Geo-Services ASA – Proposed merger with Veritas DGC Inc.
Awards & Community
Listed in The Best Lawyers in America (Woodward White, Inc.), 2001-2019 in Corporate Governance and Compliance, Corporate Law, Mergers & Acquisitions and Securities Law
Named Best Lawyers' Houston Securities Regulation "Lawyer of the Year" (Woodward White, Inc.), 2012 & 2013
Named Best Lawyers' Texas Securities Regulation "Lawyer of the Year" (Woodward White, Inc.), 2016 & 2018
Recommended in The Legal 500 U.S., 2013
Listed in Chambers USA, 2009-2020
Recognized as a Texas Super Lawyer (Thomson Reuters), 2003-2019
Named to BTI's "Client Services All-Star Team" for law firms (three consecutive years), 2011, 2012 & 2013
Texas Lawyer's "Dealmaker of the Week," June 6, 2011
Listed in H Texas Magazine's "Best Lawyers," 2001-2009
Listed in Who's Who in American Law (Law Business Research, Ltd.), 2001-2019
Baker Botts partners Gene Oshman, Rob Fowler and A.J. Ericksen discuss selected topics for proxy season 2017.